Abstract There is growing evidence that the quality of parent-child discourse has predictive consequences for children's cognitive, emotional, and social development. However, researchers have not studied how socioeconomic and maternal mental health risk factors in early childhood influence communication patterns in the mother-child dyad in middle childhood, or the intervening mechanisms that account for relations between early risk and the development of communication patterns. Accordingly, the first aim of the proposal is to test a new dyadic investment model that depicts a series of mediated relations such that early family economic stress predicts maternal mental health, which in turn predicts early childhood maternal intrusiveness and problems in child self-regulation. Maternal intrusiveness and child self-regulation are then expected to predict mother-child discourse in middle childhood. Thus, we will test direct and indirect effects of early economic risk and maternal mental health on discourse quality at grade 5 via mothers' intrusiveness and children's self- regulation. The second aim is to examine whether discourse patterns vary across three ethnoracial groups (European American, African American, and U.S. Mexican) and whether the same factors predict discourse quality in all three groups. The project uses archival data from the national Early Head Start Research and Evaluation Project, a 9- year study of low-income families. Economic risk measures were collected 16 months after study enrollment. At 24 months, mothers completed measures of mental health. At 24- and 36-months, mothers and children participated in a play task that was coded for intrusiveness; also, child self-regulation was assessed. At grade 5, children and mothers were asked to converse about three areas of disagreement. For the project, 150 European American, 150 African American, and 150 U.S. Mexicans dyadic conversations will be selected from the full dataset, transcribed and coded for discourse quality. Modeling analyses will explore links between economic pressure, maternal mental health, parenting, and self-regulation in early childhood, and mother-child discourse patterns in late middle childhood.